RISE RESOURCES INC. (OTCMKTS:RYES) Files An 8-K Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities

On February6, 2017, the Company completed the issuance and sale
of an aggregate of 455,000 units at a price of CAD$0.25 per unit
for gross proceeds of CAD$113,750 (the Private Placement)
comprising the first tranche of an offering of up to 800,000
units. Each unit consists of one share of the Companys common
stock and one transferable share purchase warrant exercisable
into one share of common stock at a price of CAD$0.40 until
February6, 2019. All securities issued to the Private Placement
and the finders fee are subject to statutory hold periods in
accordance with applicable United States securities laws for a
minimum of six months and to statutory hold periods in accordance
with applicable Canadian securities laws for a minimum of four
months

In connection with the Private Placement, the Company paid a
finder a cash commission of CAD$2,625, being 6% of the gross
proceeds raised from investors introduced to the Company by that
finder, and issued 10,500 finders warrants, being 6% of the
number of Units sold to investors introduced to the Company by
the finder. Each warrant is exercisable into one share of the
Companys common stock at a price of CAD$0.40 until February6,
2019.

The Company plans to use the proceeds from the Private Placement
for general working capital purposes.

In addition, on February7, 2017, the Company granted 500,000
incentive stock options to Skanderbeg Capital Advisors Inc., the
Companys investor relations advisor, to its stock option plan.
Each option vests immediately and is exercisable into one share
of the Companys common stock at a price of CAD$0.33 per share
until February7, 2020.

The Company issued the shares and warrants underlying the
foregoing units and granted the foregoing options and finders
warrants in reliance on the exemptions from registration provided
by Rule 903 of Regulation S under the Securities Act of 1933, as
amended (the Securities Act) for offers and sales outside of the
United States and Section 4(a)(2) of the Securities Act and Rule
506(b) of Regulation D thereunder for offers and sales in the
United States and to U.S. persons. The Companys reliance on Rule
903 of Regulation S under the Securities Act (Regulation S) was
based on the fact that the securities were sold in offshore
transactions, as defined in Rule 902(h) of Regulation S. The
Company did not engage in any directed selling efforts in the
United States in connection with the sale of the securities, and
none of the applicable investors was a U.S. person or acquired
the securities for the account or benefit of any U.S. person. The
Companys reliance on Rule 506(b) was based on the fact that the
sole U.S. investor in the Private Placement provided
representations to the Company regarding his status as an
accredited investor, as defined in Rule 501(a) of Regulation D,
and that neither the Company nor anyone acting on its behalf
engaged in any general advertising or general solicitation in
connection with the Private Placement.

As of the date of this current report on Form 8-K, the Company
has 57,297,841 issued and outstanding shares of common stock,
outstanding warrants to purchase 26,593,070 shares of common
stock and outstanding options to purchase 5,729,142 shares of
common stock.

Item 8.01. Other Events.

On February 7, 2017, the Company issued a press release
announcing the closing of the Private Placement described above
and the engagement of Skanderbeg Capital Advisors Inc.
(Skanderbeg) to provide investor relations services to the
Company. The initial agreement with Skanderbeg is for a one year
term for a CAD$7,500 per month fee. A copy of the press release
is attached hereto asExhibit 99.1

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

About RISE RESOURCES INC. (OTCMKTS:RYES)

Rise Resources Inc. is a mineral exploration company and its primary asset is a copper/gold property under option. The Company’s properties include Indata Property and Klondike Properties. The Indata Property is located in the Omineca Mining Division of British Columbia. The Indata Property consists of approximately 20 mineral claims totaling over 3,170.03 hectares. Its claims include Indata 2, Indata 3, Schnapps 1, Schnapps 2, Schnapps 4, IN-6, IN-7, IN-8, IN-9, IN-11, Limestone, Triangle A, Triangle B and Triangle C. The Indata Property is host to mineralization of two deposit types: polymetallic precious metal veins and porphyry copper. The Klondike Properties consist of a portfolio of over seven gold and base metal exploration properties, such as Clubine, Cruz-Midway, Panda Irishman, Quartz Mountain, Red Point, Ron Gold and Thea. These properties consist of approximately 150 claims covering over 128 square kilometers, and are located in southeast British Columbia.

RISE RESOURCES INC. (OTCMKTS:RYES) Recent Trading Information

RISE RESOURCES INC. (OTCMKTS:RYES) closed its last trading session down -0.005 at 0.190 with shares trading hands.